Canadian Zinc and Messina Minerals Announce Agreement on Proposed Acquisition an
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Sep 12, 2013 07:21AM
Largest Shareholder Vatukoula Gold Mine (680,000 oz Reserves, 4.3 million oz Resource)
Canadian Zinc Corporation TSX : CZN OTCQB : CZICF |
Messina Minerals Inc. TSX VENTURE : MMI |
September 12, 2013 06:00 ET
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 12, 2013) - Canadian Zinc Corporation (TSX:CZN)(OTCQB:CZICF) ("Canadian Zinc") and Messina Minerals Inc. (TSX VENTURE:MMI) ("Messina") are pleased to announce that they have entered into a binding agreement whereby Canadian Zinc will acquire all of the outstanding shares of Messina in exchange for common shares of Canadian Zinc, and will also purchase the private placement of Messina shares announced August 30, 2013.
Under the terms of the Agreement, Canadian Zinc will acquire all of the outstanding common shares of Messina in exchange for common shares of Canadian Zinc by way of a statutory plan of arrangement on the basis of one share of Canadian Zinc for 5.9 shares of Messina (the "Exchange Ratio"). Completion of the arrangement is subject to approval by the Messina shareholders, regulatory and court approvals, and other customary closing conditions.
In addition, Canadian Zinc has also agreed to immediately purchase, in a non-brokered private placement financing, 3,000,000 Messina common shares at a price of $0.05 per share, for a total consideration of $150,000 (the "Private Placement"). Closing of the Private Placement will occur as soon as possible after acceptance for filing of the Private Placement by the TSX Venture Exchange and receipt of all other required regulatory approvals.
John Kearney, Chairman, President and Chief Executive Officer of Canadian Zinc, commented, "This acquisition of Messina is a continuation of Canadian Zinc's strategy of building a growth focused base metal producer in North America and represents an excellent value opportunity for shareholders of both companies. The combination of Messina's assets in central Newfoundland, and in particular its Boomerang and Domino deposits, with Canadian Zinc's existing extensive properties in the same area, and in particular, our Lemarchant Deposit, will provides both critical mass and synergies in the highly prospective Central Newfoundland region."
Peter Tallman, President and Chief Executive Officer of Messina, commented, "Messina's vision to create a mining enterprise in Newfoundland is shared by Canadian Zinc. The addition of Messina's key resources at Boomerang and Long Lake into Canadian Zinc's Newfoundland portfolio creates a combination with the threshold needed to attain that vision. Messina's shareholders now have the opportunity to participate in prospective production at the Prairie Creek Mine, the zinc potential of Newfoundland, and the creation of a mid-tier zinc producer."
Messina
Messina is a mineral exploration company focused on exploring and advancing its base metal and gold properties in central Newfoundland. Messina's flagship project is its 100% interest in the Tulks South Property, which includes the Boomerang, Domino and Long Lake base and precious metal-rich volcanogenic massive sulphide ("VMS") deposits.
Messina has completed National Instrument ("NI") 43-101 mineral resource estimates at the Boomerang and Domino deposits summarized as follows:
See Messina Minerals Inc. Technical Report, dated August 1, 2007, Tulks South Property, Central Newfoundland, Canada, filed on SEDAR.
In addition Messina has also completed a NI 43-101 resource estimate for the Long Lake Main Zone deposit summarized as follows:
See Independent Technical Report, dated March 13, 2012, Main Zone of Messina Minerals Inc. Long Lake Volcanic Massive Sulphide Project, Newfoundland and Labrador, Canada, filed on SEDAR.
The Boomerang and Long Lake deposits have some of the highest grade characteristics in the region. Exploration upside and resource expansion potential is believed to exist from numerous identified targets at surface and along strike to the northeast of the Boomerang deposit and at the Long Lake deposit.
Canadian Zinc
Canadian Zinc owns the Prairie Creek Mine, an advanced-staged zinc-lead-silver property located in the Northwest Territories of Canada with a 1,000 tonne per day mill and associated infrastructure.
The Prairie Creek deposit hosts Measured and Indicated Resources of 5.43 million tonnes grading 10.8% zinc, 10.2% lead, 160 grams silver per tonne and 0.31% copper, which includes a reserve of 5.22 million tonnes averaging 9.4% zinc, 9.5% lead, 151 grams silver per tonne. In addition, there are Inferred Resources of 6.24 million tonnes grading 14.5% zinc, 11.5% lead, 229 grams per tonne silver and 0.57% copper and additional exploration potential (Technical Report dated June 15, 2012, filed on SEDAR). Canadian Zinc is moving through the final regulatory permitting stage towards the development of the Prairie Creek Mine.
The Mackenzie Valley Land and Water Board (the "MVLWB") completed its regulatory process July 5, 2013 by finalizing a Type "A" Water Licence and forwarding it to the Minister of Aboriginal Affairs and Northern Development Canada with the recommendation that the Minister approve and sign the Licence. The MVLWB has previously issued three Land Use Permits and a Type "B" Water Licence to the Company for future operations. Upon Ministerial approval of the Type "A" Water Licence, the Company will have in hand all permits necessary to support future mining and milling operations at Prairie Creek.
Canadian Zinc also owns a 100% interest in the South Tally Pond property in central Newfoundland, located immediately southwest of Teck Resources Limited's Duck Pond Cu-Zn mine and mill complex, which includes the Lemarchant deposit, which has NI 43-101 Indicated mineral resources of 1.24 million tonnes grading 5.38% Zn, 1.19% Pb, 0.58% Cu, 59 g/t Ag and 1.0 g/t Au; and Inferred mineral resources of 1.34 million tonnes grading 3.7% Zn, 0.86% Pb, 0.41% Cu, 50 g/t Ag and 1.0 g/t Au, (Technical Report entitled "NI 43-101 Technical Report and Mineral Resource Estimate on the Lemarchant Deposit, South Tally Pond VMS Project, Central Newfoundland, Canada" and dated effective March 2, 2012).
Transaction Highlights
Terms of the Business Combination between Canadian Zinc and Messina
In the event that the Arrangement is not approved by Messina shareholders, or if for any other reason (other than through the failure of Canadian Zinc to satisfy any conditions or perform any covenants provided for in the Agreement), the Arrangement is not completed, Canadian Zinc will be entitled to the immediate payment by Messina of a "break fee" of C$150,000.
The Board of Directors of Messina has unanimously approved the Agreement and will recommend that Messina shareholders vote in favour of the transaction.
Messina and Canadian Zinc shareholders as well as all other interested parties are advised to read the materials relating to the Agreement and the proposed Arrangement that will be filed by Messina with securities regulatory authorities in Canada when they become available. Anyone may obtain copies of these documents when available free of charge at the Canadian Securities Administrators' website at www.sedar.com.
Canaccord Genuity Corp. is acting as financial advisor to Canadian Zinc.
Terms of the Private Placement Financing in Messina
Canadian Zinc has agreed to purchase in a non-brokered private placement financing, 3,000,000 common shares (the "Shares") of Messina at a price of C$0.05 per share for a total consideration of C$150,000. This Private Placement is in substitution for the private placement financing announced by Messina on August 30, 2013. The closing of the Private Placement will be subject to acceptance by the TSX Venture Exchange and all other required regulatory approvals. The completion of the Private Placement is not conditional upon the completion of the Arrangement.
Canadian Zinc does not currently own, control or direct, directly or indirectly, any securities of Messina and on the closing of the Private Placement will own 3,000,000 common shares of Messina. On issuance, the Shares will represent approximately 19.3% of Messina's issued and outstanding common shares, calculated on a non-diluted basis, assuming that no outstanding convertible securities of Messina are exercised.
Canadian Zinc will acquire the Shares for investment purposes, and will acquire the balance of all issued and outstanding Messina shares on completion of the Arrangement. An early warning report will be filed with applicable securities regulators which will be available on SEDAR (www.sedar.com) and a copy of which may be obtained by contacting Canadian Zinc as follows:
Suite 1710, 650 West Georgia Street |
PO Box 11644 |
Vancouver, British Columbia |
V6B 4N9 |
Attention: Secretary |
Telephone: (604) 688-2001 |
Fax: (604) 688-2043 |
Email: [email protected] |
About Canadian Zinc Corporation
Canadian Zinc is a TSX-listed exploration and development company trading under the symbol "CZN". The Company's key projects are the 100%-owned Prairie Creek property, an advanced staged zinc-lead-silver property, located in the Northwest Territories in Canada and the 100% owned South Tally Pond project, which includes the Lemarchant deposit, along with other property interests in central Newfoundland.
About Messina Minerals Inc.
Messina Minerals Inc. is a Canadian mineral exploration company listed on the TSX Venture Exchange under the symbol "MMI". The Company has completed NI 43-101 complaint technical reports for zinc-lead-copper-silver-gold mineral resources at "Boomerang", "Domino", and "Main Zone" on the Tulks South Project located in central Newfoundland, Canada.
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